424B3 1 d424b3.htm VIROPHARMA INCORPORATED - FORM 424(B)(3) ViroPharma Incorporated - Form 424(b)(3)

As Filed Pursuant to Rule 424(b)(3)

Registration No. 333-122315

 

PROSPECTUS SUPPLEMENT No. 1

(TO PROSPECTUS DATED FEBRUARY 9, 2005)

 

VIROPHARMA INCORPORATED

 

$62,500,000

 

6% CONVERTIBLE SENIOR NOTES DUE 2009 AND

THE SHARES OF COMMON STOCK ISSUABLE

UPON CONVERSION OF THE SENIOR CONVERTIBEL NOTES AND

UPON MAKE-WHOLE INTEREST PAYMENTS

 

This prospectus supplement relates to the resale by holders of our 6% convertible senior notes due October 18, 2009 and the shares of common stock issuable upon conversion of the senior convertible notes and upon make-whole interest payments. This prospectus supplement should be read in conjunction with the prospectus dated February 9, 2005 which is to be delivered with this prospectus supplement.

 

The table of selling securityholders contained on pages 46-48 of the prospectus is hereby amended to add the entities named below as selling securityholders and/or to reflect a change in the amount of senior convertible notes beneficially owned by the entities below. The information in the table below has been provided by the selling securityholders. The selling securityholders named below and those named in the prospectus, as supplemented to date, may have sold, transferred or otherwise disposed of all or a portion of their senior convertible notes and common stock since the date on which they provided the information regarding their ownership, in transactions exempt from the registration requirements of the Securities Act of 1933. These dispositions would affect the data in this table and in the prospectus.

 

Name of Beneficial

Owner

    Principal Amount
of senior
convertible
notes
Beneficially
Owned and
Offered
Hereby ($)(1)
    Number of
Shares of
Common
Stock
Beneficially
Owned Prior
to the
Offering(2)
    Number of
Shares of
Common
Stock that
May be
Offered(2)
    Percentage of
Common Stock
Outstanding
After
Completion of
the Offering (if
one percent or
more)

Perceptive Life Sciences Master Fund, Ltd.

    0    0    0    0

QVT Fund LP

    3,500,000    1,400,000    1,400,000    *

Baker/Tisch Investments, L.P.

    375,000    150,000    150,000    *

Baker Biotech Fund I, L.P.

    3,738,000    1,495,200    1,495,200    *

Name of Beneficial

Owner

    Principal Amount
of senior
convertible
notes
Beneficially
Owned and
Offered
Hereby ($)(1)
    Number of
Shares of
Common
Stock
Beneficially
Owned Prior
to the
Offering(2)
    Number of
Shares of
Common
Stock that
May be
Offered(2)
    Percentage of
Common Stock
Outstanding
After
Completion of
the Offering (if
one percent or
more)

Baker Biotech Fund II, L.P.

    3,398,000    1,359,200    1,359,200    *

Baker Biotech Fund II (Z), L.P.

    178,000    71,200    71,200    *

Baker Biotech Fund III, L.P.

    2,829,000    1,131,600    1,131,600    *

Baker Biotech Fund III (Z), L.P.

    209,000    83,600    83,600    *

Baker Bros. Investments, L.P.

    243,000    97,200    97,200    *

Baker Bros. Investments II, L.P.

    139,000    55,600    55,600    *

14159, L.P.

    91,000    36,400    36,400    *

Gaia Offshore Master Fund, Ltd.

    2,000,000    800,000    800,000    *

Hamilton Multi-Strategy Master Fund, L.P.

    1,231,000    492,400    492,400    *

Quogue Capital LLC

    0    0    0    0
* Less than 1%.
(1) The amounts indicated represent all of the senior convertible notes beneficially owned by each named beneficial owner.
(2) Includes shares of common stock into which the senior convertible notes are convertible and shares of common stock issuable pursuant to certain make-whole interest payments. The number of shares of common stock into which the senior convertible notes are convertible assumes the initial conversion rate of one share for each $2.50 in principal amount of the senior convertible notes.

 

 

INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD CAREFULLY CONSIDER THE “RISK FACTORS” BEGINNING ON PAGE 5 OF THE PROSPECTUS BEFORE YOU DECIDE TO INVEST.

 

 

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the prospectus. Any representation to the contrary is a criminal offense.

 

The date of this prospectus supplement is February 11, 2005